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Greencore Group PLC (GNC)

  Print      Mail a friend       Annual reports

Tuesday 23 November, 2004

Greencore Group PLC

Final Results

Greencore Group PLC
23 November 2004


Year Ended 24 September 2004



- Profit before tax* up 8% to €73.0 million

- Headline EPS* up 6% to 32.4 cent

- 4% overall like-for-like sales growth

- Net interest down 21% to €32.5 million

- Net debt down €43 million to €387 million

- Successful refinancing of banking facilities following raising of $302 million
(equivalent) in US private placement

* before exceptional items and amortisation


- Significant capital invested to add further chilled ready meal capacity and
  increase automation at sandwiches, mineral water and frozen savoury products

- Disposals of UK bread business and UK sugar distribution associate further
  sharpened the Group's focus on its growing convenience food activities.

- Significant raw material inflation in the UK convenience food categories
  successfully offset by price increases and cost saving initiatives.

- Strong cash generation and solid profit growth achieved in the Ingredients and
  Agribusiness division, with excellent operational performance.

Commenting on the results, Greencore Group Chief Executive, David Dilger, said:

'I am pleased with these results.  Against the background of a difficult first
half caused by adverse raw material pricing, Greencore has demonstrated its
resilience by achieving good profit growth and cash generation in FY2004.

'I am confident that our strategy, the quality of our market positions and our
complementary growth and cash generative characteristics position us well for
further progress.'

Tuesday, 23 November 2004

For further information, please contact:

David Dilger, Chief Executive                           Tel: +353 1 605 1002
Patrick Kennedy, Chief Financial Officer                Tel: +353 1 605 1003
Billy Murphy/Trish Morrissey, Drury Communications      Tel: +353 1 260 5000
Mark Garraway/Kate Pope, College Hill                   Tel: +44 7771 860 938



The year under review was one of significant progress for Greencore.  Whilst
profit before tax* grew by 8% and headline earnings per share* grew by 6%, these
measures do not fully reflect the Group's achievements in the year.

In the first half, headline earnings per share* declined by 5%.  In that period,
profits increased at the Ingredients and Agribusiness division and at the
Group's associate companies, and the Group's interest charge reduced by in
excess of 20%.  However, these improvements were more than offset by the time
lag between an unusually high level of raw material cost increases in the
Convenience Food division and subsequent price increases and cost reduction
initiatives implemented by the Group to offset them.

In the second half, the Group performed strongly with headline earnings per
share* increasing by 15%, as:

- the Convenience Food division benefited from the implemented price increases;

- the Group continued to sharpen its focus on its convenience food activities by
  the disposal of its loss-making bread business, Rathbones, and its interest in
  its sugar distribution associate, James Budgett (these gave rise to a net
  exceptional loss of €51.4 million, of which €13.2 million impacted net 

- continuing operating profit (including share of continuing associates' profit)
  increased by 5% (3% on a like-for-like basis); and

- the interest charge reduced by 21%, from €19.3 million in the second half of
  2003 to €15.2 million in the second half of 2004.

Once again, the Group demonstrated its strong cash generative characteristics.
Net debt at the end of September 2004 was €387 million, €43 million below the
level of September 2003, and €49 million lower excluding the impact of currency


The Board intends to continue for the time being with the policy of prioritising
the reduction of the indebtedness which was assumed to finance the acquisition
of Hazlewood Foods in 2001.   A final dividend of 7.58c will therefore be
declared, making a total for the year of 12.63c, which is in line with last
year's level.

Shareholders will again be offered the option of receiving dividends in the form
of cash or shares.

* before exceptional items and amortisation


The Group has a well-balanced portfolio of businesses with complementary growth
and cash generative characteristics.  The Ingredients and Agribusiness division
contains high quality businesses with strong market positions and excellent cash
generation capability.  The Convenience Food division has exciting growth
prospects, underpinned by a continuation of the demographic factors that have
driven the increased demand for quality convenience food in the last decade.

The Convenience Food division's sales into alternative channels, most notably to
convenience stores, garage forecourts, airlines, food service companies and
other food manufacturers, continue to expand.  Nonetheless, some 70% of the
division's sales are to multiple foods retailers.  Whilst there are challenges
in servicing the many diverse requirements of large retailers, there are also
clear opportunities.  Large retailers are the principal route to market for the
food industry in the UK and Europe and their share of the grocery market has
increased significantly over the last decade.

Greencore believes that it will continue to succeed in this environment, by
focusing not merely on what it supplies, but also how it supplies it.  The Group
has a clear strategy in this regard:

- it has number one or two positions in all of the key markets which it

- in most of its key markets, ownership is concentrated and demand is broadly in
  balance with supply;

- the Group's asset base is both well invested and of significant scale, with,
  on average, higher sales and lower customer concentration per facility than
  almost all of its competitors;

- the Group has a balanced exposure to UK retailers with its customer profile,
  in most cases, reflecting its customers' share of the UK grocery market;

- the product ranges it supplies have, with very few exceptions, higher than
  average growth rates, both historically and prospectively; and

- its product range generates higher than average profitability for its

Furthermore, as a leading retailer brand supplier, Greencore is well positioned
to capitalise on the continued shift of brand equity in the food industry from
the manufacturers to the retailers.

The Group's success in the year under review in achieving price increases across
many of its categories is a testament to this strategy and the quality of these
market positions.


Further progress is anticipated in the current year.

The Convenience Food division is well positioned, relative to its competitors,
to benefit from the continuing growth in its market as a consequence of its
clear strategy.

In the Ingredients and Agribusiness division, European sugar processors are
facing increased levels of competition and impending regime reform, and
Greencore Sugar is, therefore, evaluating every alternative strategy whereby its
future profitability can be protected.  Meanwhile, international malt margins
remain low relative to historic averages, whilst both the Group's sugar and malt
operations are being impacted by significantly increased fuel costs.  However,
both of these businesses have well earned reputations for operational excellence
and low cost management.  This culture will underpin the future of these

Continuing to extend a culture of operational excellence and low cost across the
Group as a whole will be an important driver of profit growth.  The Group has
resolved to be even more aggressive in reducing its cost base, so that all of
its businesses, both the convenience food categories and also the ingredients
and agribusiness activities, can clearly distinguish themselves as the most
cost-efficient operators in their sectors.

In summary, the environment for many of the Group's businesses remains
challenging.  Nonetheless, the Group expects to offset this through the quality
of its market leading positions, the ongoing growth in its categories, a
relentless focus on the cost base and the strong cash generative nature of its



Convenience Food Division**
                                                            2004              2003      Like-for-Like
                                                              €m                €m             Change

Turnover (Continuing Operations)                           875.9             842.0                +4%
Operating Profit (Continuing Operations)*                   53.7              57.0                -6%
Operating Margin                                            6.1%              6.8%

* before goodwill amortisation and exceptional items

The Convenience Food division recorded good topline growth in spite of poor
summer weather, and successfully implemented a substantial price increase and
cost reduction programme.  However, the lag of three to four months in
recovering higher raw material costs reduced profitability by some €5 million,
whilst its insurance costs were significantly ahead of the previous year's

In last year's preliminary results announcement, the Group indicated that raw
material cost inflation in the UK food industry was running at a higher rate
than had been experienced for a number of years.  This arose because of the
simultaneous occurrence of very poor harvests arising from the exceptionally dry
summer weather in 2003, the weakening of sterling, an avian flu epidemic in
Continental Europe and increased consumer demand for protein products.  These
factors led to significant inflation in a range of the key raw materials of the
Group's UK convenience food operations, including flour, egg, dairy produce,
poultry and red meat.

Input costs in the financial year were close to 5% above the levels of the
previous year on an annual spend in excess of €350 million.  A concerted
initiative was put in place across the Group's UK convenience food activities to
recover this inflation, with a particular focus on those categories most
impacted.  These included quiche, sandwiches, cakes and desserts, frozen savoury
products, ready meals and bread.  Price increases with an annualised value in
excess of €17 million were implemented, and these, together with the cost
reduction initiatives, offset all of the cost inflation experienced to date.

As the Group has indicated before, the UK retail market is increasingly
competitive.  Customers continue to seek better value, the disparity between
those outperforming and those underperforming is increasing, whilst the merger
of two of the UK's leading food retailers has led to the consolidation of their
supplier base, with those suppliers whose trade has increased typically offering
improved terms in return.  However, the quality of Greencore's market positions
and its balanced exposure to UK retailers has positioned the Group well to deal
with these issues.  As a result, their impact on the Group in the year has
broadly been as expected.

As evidenced by the division's sales growth, demand for quality convenience food
continues to grow, although different categories had differing levels of sales
growth, driven, primarily, by the impact of summer weather and their customer
profile.  Nonetheless, the division's two largest categories, sandwiches and
chilled Italian ready meals, consolidated their number one market positions in
the year.  The Group has a strong track record in renewing and expanding its
product range and introduced in excess of 1,000 new or reformulated products in
the period.

A key challenge for Greencore, however, is to continue to develop additional
income streams so that, whilst it remains well positioned to capitalise on the
growth in the convenience food sales of the multiple food retailers in its
categories, it increases its presence in other channels.

Strong progress was made in this regard during the year, including:

- increased sales to the health club and convenience store sectors by the
  sandwich category;

- increased sales to the food service sector by the ambient sauce category
  (following investment), the cakes category and the frozen desserts category;

- increased sales to both the airline and ferry sectors by the frozen desserts
  category; and

- increased sales to international branded food manufacturers by the ambient
  sauce category.

The Group is confident of further increases in these channels in the current
year and, in addition, will start supplying a number of leading international
players in the fast-food sector.  Sales in the Convenience Food division to
customers other than the multiple food retailers now account for close to 30% of
total continuing sales in the division.

The increasing consumer understanding of and interest in the link between food
and health also provides significant opportunities for the Group.  For example,
sales of the 'healthy' ranges within the sandwich category now account for 45%
of total sandwich sales, up from 25% in 2002.  In addition, during the year
under review, the Group:

- developed a range of low carbohydrate products in the sandwich, quiche and
  ambient sauce categories;

- developed gluten-free product ranges in both the soup and sandwich categories;

- introduced a range of low fat pizza bases; and

- sourced low sodium alternatives to many ingredients, including bacon, cheese,
  bread and pickle.

Operating performance improved significantly at the pizza category during the
year.  Although the financial performance of the category is still not
satisfactory, it has improved, whilst the business has some exciting sales
opportunities which should result in the recent progress continuing.  Operating
performance also improved at the Group's cakes and desserts facility and that
business also has a strong pipeline of new product opportunities.

Significant capital investment was undertaken in the period, including further
capacity enhancement at two of the Group's chilled ready meal facilities, the
completion of the rebuilding of the Group's principal frozen savoury products
facility, the installation of a new high-speed, multi-range line at the Group's
mineral water category and investment in automation in the sandwich category.

**As communicated in this year's interim statement, following the disposal of
  the Group's bread operations, the Board has decided to combine its remaining
  Ambient Grocery activities with its Chilled and Frozen division into one
  Convenience Food division.


Ingredients and Agribusiness Division
                                                            2004              2003      Like-for-Like
                                                              €m                €m             Change

Turnover (Continuing Operations)                           526.4             504.2                +4%
Operating Profit (Continuing Operations)*                   46.6              45.0                +4%
Operating Margin                                            8.9%              8.9%

* before goodwill amortisation and exceptional items

The division once again performed strongly, with like-for-like sales and
operating profit growth of 4% being underpinned by excellent cash generation.

Greencore Sugar faces challenges, including impending reform of the EU sugar
regime, a slowdown in demand from certain customers as their own sales come
under pressure, and the intended closure by one of its largest customers of its
Irish operations.  Furthermore, competitive activity is intensifying.
Nonetheless, the business performed satisfactorily during the year, with an
increased sugar quota of 5,290 tonnes, an excellent operating performance during
the processing campaign and an unrelenting focus on its cost base.

The EU Commission has proposed a reform of the EU sugar regime involving
significant reductions in both sugar prices and quota.  These proposals will be
considered and, in all probability, materially modified during the next twelve

It remains the Group's strong view that the resultant new sugar regime will
provide a framework whereby efficient European sugar processors and growers will
earn a reasonable return on the capital invested in their businesses.
Therefore, in the period between now and the implementation of reform, Irish
Sugar will do everything possible to ensure that it will survive and prosper as
an efficient EU sugar processor.

The profitability of the Group's Malt division was impacted by higher barley
prices in the UK and Ireland and by lower international malt prices.  Continued
improvements in capacity utilisation, with consequent record levels of
production and sales, coupled with strong cost management, helped to counter
this.  Malting margins remain under pressure as the recent reduction in barley
prices has been accompanied by further falls in malt prices.  The Group has,
therefore, closed two of its smaller maltings in the UK which will increase
efficiencies and enhance the overall competitiveness of the Malt division.

Both the Group's sugar and malt operations have substantial fuel requirements,
including gas, electricity, oil, coal and coke.  Higher oil prices, which have
in turn impacted the costs of most other fuels, will therefore adversely impact
the cost bases of these businesses in the current year.

The Group's agribusinesses benefited in the year under review from increased
grain prices and good margin management.


Share of profit of associates, net of share of interest, increased from €5.5
million to €5.6 million.  Following the disposal in the year of its stake in
James Budgett, the Group's three principal associates are Odlums, Yeast Products
and United Molasses.


Net debt at 24 September 2004 was €387.4 million, a reduction of €42.6 million
from the September 2003 figure, and €486 million below the March 2001 figure,
which was the first reporting date after the Hazlewood acquisition.

The net debt reduction in the last twelve months reflects the successful focus
on cash generation across the Group, the disposals of Rathbones and the stake in
James Budgett, offset by €5.9 million as a result of the negative translation
movement on the sterling element of the Group's indebtedness.

Following the significant ongoing improvement in the Group's credit profile
since the acquisition of Hazlewood, a private placement of US$302 million
(equivalent) in senior notes was completed in October 2003.  This was followed
by a successful refinancing of the Group's remaining bank indebtedness.

A net exceptional loss of €51.4 million was recorded in the year, net of tax;
€38.2 million of this exceptional loss relates to the re-instatement and
subsequent write-off of goodwill previously written off to reserves and,
therefore, does not impact the Group's net asset position.  The net exceptional
loss was made up of a loss of €54.4 million on the disposal of Rathbones, less a
profit of €2.5 million on the disposal of the stake in James Budgett, less a tax
credit of €0.5 million.

Capital expenditure of €52.2 million was incurred in the period, whilst the
depreciation charge was €43.4 million.  Over the last three years, the Group has
had an average ratio of capital expenditure to depreciation of 1.02 times.  The
tax charge of €9.9 million on ordinary activities equates to an effective rate
of 14%, up from 13% in the prior year.

Like-for-like calculations (a) use constant exchange rates for comparisons (the
impact of which was negligible in the year under review), and (b) exclude
discontinued operations


Year ended 24 September 2004


                                                                           2004                 2003
                                       Notes            Before                            Total        Restated
                                                   exceptional      Exceptional
                                                     items and        items and
                                                  amortisation     amortisation
                                                         €'000            €'000           €'000           €'000

Continuing operations                      1         1,402,311                -       1,402,311       1,346,234
Discontinued operations                    1            44,180                           44,180         127,075
                                                --------------   --------------  --------------  --------------
                                                     1,446,491                -       1,446,491       1,473,309
                                                      ========         ========        ========        ========
Operating profit before goodwill
Continuing operations                      1           100,309                -         100,309         102,079
Discontinued operations                    1              -418                -             418           1,436
                                                --------------   --------------  --------------  --------------
                                                        99,891                -          99,891         103,515
Goodwill amortisation                                        -          -20,994         -20,994         -21,425
Exceptional items                          2                 -                -               -          -4,667
                                                --------------   --------------  --------------  --------------
Operating profit
Continuing operations                                  100,309          -20,562          79,747          76,852
Discontinued operations                                   -418             -432            -850             571
                                                --------------   --------------  --------------  --------------
                                                        99,891          -20,994          78,897          77,423
Share of operating profit of
undertakings                                             6,016                -           6,016           5,804
                                                --------------   --------------  --------------  --------------
                                                       105,907          -20,994          84,913          83,227
                                                --------------   --------------  --------------  --------------
Exceptional items                          2
Disposal of interest in
subsidiary and associate
- Book value in excess of                                    -          -13,760         -13,760               -
- Goodwill previously                                        -          -38,197         -38,197               -
written-off to reserves
                                                --------------   --------------  --------------  --------------
                                                             -          -51,957         -51,957               -
Loss on sale/termination of                                  -                -               -            -288
Profit on disposal of fixed                                  -                -               -           3,583
                                                --------------   --------------  --------------  --------------
                                                             -          -51,957         -51,957           3,295
                                                --------------   --------------  --------------  --------------

Profit/(loss) on ordinary
activities before
interest and taxation                                  105,907          -72,951          32,956          86,522
Net interest payable                                   -32,540                -         -32,540         -41,250
Amortisation of issue costs of                               -           -5,909          -5,909          -5,324
finance facility
Share of interest payable -                               -384                -            -384            -307
                                                --------------   --------------  --------------  --------------
Profit/(loss) on ordinary                               72,983          -78,860          -5,877          39,641
activities before taxation
Taxation                                                -9,922              539          -9,383          -6,832
                                                --------------   --------------  --------------  --------------
Profit/(loss) on ordinary                               63,061          -78,321         -15,260          32,809
activities after taxation
Minority interests                                      -1,598                -          -1,598          -1,298
                                                --------------   --------------  --------------  --------------
Profit/(loss) attributable to                           61,463          -78,321         -16,858          31,511
Group shareholders
Dividends                                  3           -24,204                -         -24,204         -23,864
                                                --------------   --------------  --------------  --------------
Retained (loss)/profit                                  37,259          -78,321         -41,062           7,647
                                                      ========         ========        ========        ========
Adjusted earnings per ordinary             4                                              32.4c           30.6c
Basic (loss)/earnings per                  4                                              -8.9c           16.7c
ordinary share
Diluted (loss)/earnings per                4                                             -8.8c            16.6c
ordinary share


24 September 2004


                                                                2004                    2003
                                                               €'000                   €'000
Fixed assets
Intangible assets                                            336,865                 370,348
Tangible assets                                              541,786                 557,633
Financial assets                                              12,409                  16,141
                                                      --------------          --------------
                                                             891,060                 944,122
                                                      --------------          --------------
Current assets
Stocks                                                       141,279                 137,424
Debtors                                                      130,771                 123,062
Cash and bank balances                                        86,278                 103,494
                                                      --------------          --------------
                                                             358,328                 363,980
                                                      --------------          --------------
Amounts falling due within one year
- bank debt                                                      363                 358,796
- other                                                      410,579                 408,974
                                                      --------------          --------------
                                                             410,942                 767,770
                                                      --------------          --------------
Net current liabilities                                      -52,614                -403,790
                                                      --------------          --------------

Total assets less current liabilities                        838,446                 540,332
                                                      --------------          --------------

Amounts falling due after more than one year
- bank debt                                                  473,305                 174,747
- other                                                       19,861                  24,055
Provisions for liabilities and charges                        46,142                  40,874
Development grants                                             1,634                   1,510
                                                      --------------          --------------
                                                             540,942                 241,186
                                                      --------------          --------------
Net assets                                                   297,504                 299,146
                                                      --------------          --------------
Capital and reserves
Called up share capital                                      123,647                 122,103
Capital conversion reserve fund                                  934                     934
Share premium account                                         92,459                  87,370
Profit and loss account/other reserves                        75,945                  83,084
                                                      --------------          --------------
Shareholders' funds - equity interests                       292,985                 293,491
Minority interests - equity interests                          4,519                   5,655
                                                      --------------          --------------
                                                             297,504                 299,146
                                                            ========                ========


Year ended 24 September 2004


                                                                   2004                 2003
                                                                  €'000                €'000
Operating activities
Operating profit                                                 78,897               77,423
Non cash items
- depreciation                                                   43,435               46,227
- amortisation                                                   20,043               20,021
Other                                                            -8,526               -5,976
Changes in working capital                                       -7,638               40,421
                                                         --------------       --------------

Cashflow from operating activities                              126,211              178,116
Dividends from associates                                         7,254                5,323
Returns on investments and servicing of finance                 -41,490              -34,951
Taxation                                                          2,670                4,119
Purchase of tangible fixed assets                               -52,216              -51,570
Disposal of tangible fixed assets                                   903               12,762
Disposal of subsidiary and associated undertakings               22,413                    -
Equity dividends paid                                           -18,572              -13,739
                                                         --------------       --------------

Cashflow before financing                                        47,173              100,060

Increase in share capital                                         1,341                  259
Finance leases                                                        -                 -457
Translation differences                                          -5,855               33,262
                                                         --------------       --------------

Movement in net debt in year                                     42,659              133,124
Net debt at start of year                                      -430,049             -563,173
                                                         --------------       --------------

Net debt at end of year                                        -387,390             -430,049
                                                         --------------       --------------


Year ended 24 September 2004


(Loss)/profit for year attributable to Group                     -16,858           31,511
Exchange adjustments                                              -6,229           11,902
                                                          --------------   --------------
Total recognised (losses)/gains for the year                     -23,087           43,413
                                                          --------------   --------------


Year ended 24 September 2004


1. Analysis of Results
                                                  2004                                         2003
                                    Turnover      Operating                      Turnover      Operating
                                                     profit                                       profit
                                               Pre goodwill  Post goodwill                  Pre goodwill  Post goodwill
                                              & exceptional  & exceptional                 & exceptional  & exceptional
                                       €'000          €'000          €'000          €'000          €'000          €'000

Continuing operations
Ingredients and Agribusiness         526,420         46,645         46,624        504,222         45,041         45,020
Convenience Food                     875,891         53,664         33,123        842,012         57,038         31,832
                              -------------- -------------- -------------- -------------- -------------- --------------
                                   1,402,311        100,309         79,747      1,346,234        102,079         76,852
                              -------------- -------------- -------------- -------------- -------------- --------------

Discontinued operations
Ingredients and Agribusiness           1,146              -              -          3,410              -              -
Convenience Food                      43,034           -418           -850        123,665          1,436            571
                              -------------- -------------- -------------- -------------- -------------- --------------
                                      44,180           -418           -850        127,075          1,436            571
                              -------------- -------------- -------------- -------------- -------------- --------------
Total                              1,446,491         99,891         78,897      1,473,309        103,515         77,423
                              -------------- -------------- -------------- -------------- -------------- --------------

Results by origin

Continuing operations
UK and rest of world               1,058,186         67,578         47,037      1,021,658         71,175         45,969
Republic of Ireland                  344,125         32,731         32,710        324,576         30,904         30,883
                              -------------- -------------- -------------- -------------- -------------- --------------
                                   1,402,311        100,309         79,747      1,346,234        102,079         76,852
                              -------------- -------------- -------------- -------------- -------------- --------------
Discontinued operations
UK and rest of world                  43,034           -418           -850        123,665          1,436            571
Republic of Ireland                    1,146              -              -          3,410              -              -
                              -------------- -------------- -------------- -------------- -------------- --------------
                                      44,180           -418           -850        127,075          1,436            571
                              -------------- -------------- -------------- -------------- -------------- --------------

Total                              1,446,491         99,891         78,897      1,473,309        103,515         77,423
                              -------------- -------------- -------------- -------------- -------------- --------------

Turnover by destination

Continuing operations
UK and rest of world               1,070,236                                    1,048,057
Republic of Ireland                  332,075                                      298,177
                              --------------                               --------------
                                   1,402,311                                    1,346,234
                              --------------                               --------------
Discontinued operations
UK and rest of world                  43,034                                      123,665
Republic of Ireland                    1,146                                        3,410
                              --------------                               --------------
                                      44,180                                      127,075
                              --------------                               --------------
Total                              1,446,491                                    1,473,309
                              --------------                               --------------

The comparative amounts have been restated to reflect discontinued activities.

2. Exceptional Items

The current year exceptional loss represents an aggregate loss on the disposal
of the Group's former subsidiary, Rathbones Bakeries Limited, and former
associate, James Budgett Sugars Limited.  A net loss of €13.76 million was
recorded on the write off of the excess of book value of assets over disposal
proceeds.  In addition, goodwill of €38.20 million, previously written off to
reserves, was re-instated and written off through the profit and loss account.

The exceptional charge in the prior year reflects commissioning costs of €4.67
million, a loss of €0.29 million on the sale or termination of certain Group
operations and a net gain of €3.58 million on the excess of insurance proceeds
received over book value in respect of fixed assets destroyed by fire.

A net tax credit of €0.54 million (2003: credit of €1.98 million) was recorded
on exceptional items.

3. Dividends

The proposed final dividend per share of 7.58c (2003: 7.58c) is payable on 30
March 2005 to shareholders on the Register of Members at 3 December 2004.  An
interim dividend of 5.05c (2003: 5.05c) was paid on 30 September 2004.

4. Earnings per Share

The calculation of adjusted earnings per share is after elimination of the
exceptional loss of €51.42 million (after tax relief: €0.54 million), goodwill
amortisation of €21.0 million (tax relief: nil) and amortisation of acquisition
finance facility costs of €5.91 million (tax relief: nil).  The calculation of
adjusted earnings per share in 2003 is after elimination of an exceptional
credit of €0.61 million (after tax relief: €1.98 million), goodwill amortisation
of €21.43 million (after tax relief: nil) and amortisation of acquisition
finance facility costs of €5.32 million (after tax relief: nil).  The
calculation of basic earnings per share is based on a loss of €16.86 million
(2003: profit of €31.51 million).  Both the calculation of adjusted EPS and
basic EPS are based on 189.97 million ordinary shares (2003: 188.6 million),
being the weighted average number of ordinary shares in issue during the period.
  The diluted earnings per share has been calculated on the basis of 191.4
million ordinary shares (2003: 189.5 million) and this reflects the effect of
all dilutive potential shares in issue.  The calculations of earnings per share
exclude 4.2 million treasury shares (2003: 4.9 million) arising from the share
repurchase programme.

5. Accounting Policies

The foregoing accounts are prepared on the basis of the accounting policies set
out in the 2003 annual report.

The annual report and accounts will be circulated to shareholders on 10 January
2005, prior to the Annual General Meeting to be held on 10 February 2005 in the
Berkeley Court hotel, Ballsbridge, Dublin 4.

By order of the Board, C.M. Bergin, Company Secretary, 23 November 2004.
Greencore Group plc, St Stephen's Green House, Earlsfort Terrace, Dublin 2.

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